##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 23, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-19681
 JOHN B. SANFILIPPO & SON, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    36-2419677(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)1703 North Randall Road Elgin, Illinois
    
    60123-7820(Address of principal executive offices)
    
    (Zip code)
 (Registrants telephone number,
including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 23, 2010
INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters ended September 23, 2010 and
September 24, 2009
    
    
    3Consolidated Balance Sheets as of September 23, 2010, June 24, 2010 and September 24, 2009
    
    
    4Consolidated Statements of Cash Flows for the quarters ended September 23, 2010 and
September 24, 2009
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURE
    
    
    24EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements
 JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 For the Quarter EndedSeptember 23,
    
    
    September 24,2010
    
    
    2009Net sales
    
    $
    146,788
    
    
    $
    126,812Cost of sales
    
    
    126,247
    
    
    
    102,938Gross profit
    
    
    20,541
    
    
    
    23,874Operating expenses:Selling expenses
    
    
    10,206
    
    
    
    8,723Administrative expenses
    
    
    6,851
    
    
    
    5,441Total operating expenses
    
    
    17,057
    
    
    
    14,164Income from operations
    
    
    3,484
    
    
    
    9,710Other expense:Interest expense ($266 and $270 to related parties)
    
    
    (1,447
    )
    
    
    (1,447
    )Rental and miscellaneous expense, net
    
    
    (305
    )
    
    
    (416
    )Total other expense, net
    
    
    (1,752
    )
    
    
    (1,863
    )Income before income taxes
    
    
    1,732
    
    
    
    7,847Income tax expense
    
    
    653
    
    
    
    3,081Net income
    
    $
    1,079
    
    
    $
    4,766Other comprehensive income, net of tax:Adjustment for prior service cost and
actuarial gain amortization related to retirement
plan
    
    
    120
    
    
    
    102Net comprehensive income
    
    $
    1,199
    
    
    $
    4,868Basic and diluted earnings per common share
    
    $
    0.10
    
    
    $
    0.45
 The accompanying notes are an integral part of these consolidated financial statements.
 3




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JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED BALANCE SHEETS
   September 23,
    
    
    June 24,
    
    
    September 24,2010
    
    
    2010
    
    
    2009ASSETSCURRENT ASSETS:Cash
    
    $
    874
    
    
    $
    1,437
    
    
    $
    1,011Accounts receivable, less allowances of
$3,275, $2,071 and $2,914
    
    
    47,184
    
    
    
    39,894
    
    
    
    34,172Inventories
    
    
    115,781
    
    
    
    114,360
    
    
    
    99,464Income taxes receivable
    
    
    
    
    
    
    104
    
    
    
    Deferred income taxes
    
    
    4,274
    
    
    
    4,486
    
    
    
    4,182Prepaid expenses and other current assets
    
    
    4,831
    
    
    
    4,499
    
    
    
    2,993TOTAL CURRENT ASSETS
    
    
    172,944
    
    
    
    164,780
    
    
    
    141,822PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    101,459
    
    
    
    101,421
    
    
    
    100,738Machinery and equipment
    
    
    156,540
    
    
    
    155,796
    
    
    
    148,087Furniture and leasehold improvements
    
    
    3,998
    
    
    
    3,969
    
    
    
    3,884Vehicles
    
    
    505
    
    
    
    632
    
    
    
    635Construction in progress
    
    
    993
    
    
    
    2,033
    
    
    
    1,481272,958
    
    
    
    273,314
    
    
    
    264,288Less: Accumulated depreciation
    
    
    142,085
    
    
    
    140,353
    
    
    
    131,120130,873
    
    
    
    132,961
    
    
    
    133,168Rental investment property, less
accumulated depreciation of $4,683,
$4,458 and $3,784
    
    
    31,017
    
    
    
    31,242
    
    
    
    31,916TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    161,890
    
    
    
    164,203
    
    
    
    165,084Cash surrender value of officers life
insurance and other assets
    
    
    7,565
    
    
    
    7,723
    
    
    
    7,779Goodwill
    
    
    5,662
    
    
    
    5,454
    
    
    
    Intangible assets
    
    
    15,499
    
    
    
    16,121
    
    
    
    462TOTAL ASSETS
    
    $
    363,560
    
    
    $
    358,281
    
    
    $
    315,147
 The accompanying notes are an integral part of these consolidated financial statements.
 4




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
 September 23,
    
    
    June 24,
    
    
    September 24,2010
    
    
    2010
    
    
    2009LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    36,886
    
    
    $
    40,437
    
    
    $
    15,004Current maturities of long-term debt,
including related party debt of $258, $253
and $239
    
    
    15,399
    
    
    
    15,549
    
    
    
    11,549Accounts payable, including related party
payables of $363, $301 and $417
    
    
    43,104
    
    
    
    29,625
    
    
    
    30,581Book overdraft
    
    
    1,918
    
    
    
    2,061
    
    
    
    3,078Accrued payroll and related benefits
    
    
    8,604
    
    
    
    10,613
    
    
    
    7,907Accrued workers compensation
    
    
    5,153
    
    
    
    5,254
    
    
    
    5,284Other accrued expenses
    
    
    12,085
    
    
    
    12,092
    
    
    
    6,630Income taxes payable
    
    
    135
    
    
    
    
    
    
    
    960TOTAL CURRENT LIABILITIES
    
    
    123,284
    
    
    
    115,631
    
    
    
    80,993LONG-TERM LIABILITIES:Long-term debt, less current maturities,
including related party debt of $13,090,
$13,156 and $13,348
    
    
    41,840
    
    
    
    42,680
    
    
    
    48,285Retirement plan
    
    
    9,986
    
    
    
    9,951
    
    
    
    8,113Deferred income taxes
    
    
    4,539
    
    
    
    4,569
    
    
    
    5,881Other
    
    
    2,636
    
    
    
    5,556
    
    
    
    1,322TOTAL LONG-TERM LIABILITIES
    
    
    59,001
    
    
    
    62,756
    
    
    
    63,601COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Class A Common Stock, convertible to
Common Stock on a per share basis,
cumulative voting rights of ten votes per
share, $.01 par value; 10,000,000 shares
authorized, 2,597,426 shares issued and
outstanding
    
    
    26
    
    
    
    26
    
    
    
    26Common Stock, non-cumulative voting rights
of one vote per share, $.01 par value;
17,000,000 shares authorized, 8,170,599,
8,166,849 and 8,155,349 shares issued
    
    
    82
    
    
    
    82
    
    
    
    81Capital in excess of par value
    
    
    101,969
    
    
    
    101,787
    
    
    
    101,305Retained earnings
    
    
    83,681
    
    
    
    82,602
    
    
    
    72,943Accumulated other comprehensive loss
    
    
    (3,279
    )
    
    
    (3,399
    )
    
    
    (2,598
    )Treasury stock, at cost; 117,900 shares of
Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    181,275
    
    
    
    179,894
    
    
    
    170,553TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    363,560
    
    
    $
    358,281
    
    
    $
    315,147
 The accompanying notes are an integral part of these consolidated financial statements.
 5




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JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 For the Quarter EndedSeptember 23, 2010
    
    
    September 24, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,079
    
    
    $
    4,766Depreciation and amortization
    
    
    4,347
    
    
    
    3,778Loss on disposition of properties
    
    
    36
    
    
    
    63Deferred income tax expense
    
    
    182
    
    
    
    2,173Stock-based compensation expense
    
    
    152
    
    
    
    87Change in current assets and current liabilities:Accounts receivable, net
    
    
    (7,386
    )
    
    
    (639
    )Inventories
    
    
    (1,418
    )
    
    
    6,825Prepaid expenses and other current assets
    
    
    (332
    )
    
    
    18Accounts payable
    
    
    13,479
    
    
    
    7,102Accrued expenses
    
    
    (2,117
    )
    
    
    (1,200
    )Income taxes payable
    
    
    239
    
    
    
    911Change in other long-term liabilities
    
    
    (2,920
    )
    
    
    (30
    )Other, net
    
    
    391
    
    
    
    178Net cash provided by operating activities
    
    
    5,732
    
    
    
    24,032CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (1,411
    )
    
    
    (2,214
    )Final payment related to purchase of assets of
Orchard Valley Harvest, Inc.
    
    
    (115
    )
    
    
    Cash surrender value of officers life insurance
    
    
    (78
    )
    
    
    (115
    )Net cash used in investing activities
    
    
    (1,604
    )
    
    
    (2,329
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving credit facility
    
    
    60,705
    
    
    
    32,369Repayments of revolving credit borrowings
    
    
    (64,256
    )
    
    
    (50,597
    )Principal payments on long-term debt
    
    
    (1,027
    )
    
    
    (872
    )Decrease in book overdraft
    
    
    (143
    )
    
    
    (2,554
    )Issuance of Common Stock under option plans
    
    
    26
    
    
    
    90Tax benefit of stock options exercised
    
    
    4
    
    
    
    9Net cash used in financing activities
    
    
    (4,691
    )
    
    
    (21,555
    )NET (DECREASE) INCREASE IN CASH
    
    
    (563
    )
    
    
    148Cash, beginning of period
    
    
    1,437
    
    
    
    863Cash, end of period
    
    $
    874
    
    
    $
    1,011Supplemental disclosures of cash flow information:Capital lease obligations incurred
    
    
    37
    
    
    
    
 The accompanying notes are an integral part of these consolidated financial statements.
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JOHN B. SANFILIPPO & SON, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note 1  Basis of Presentation
     Note 2  Inventories
  September 23,
    
    
    June 24
    
    
    September 24,2010
    
    
    2010
    
    
    2009Raw material and supplies
    
    $
    45,340
    
    
    $
    54,990
    
    
    $
    39,034Work-in-process and finished goods
    
    
    70,441
    
    
    
    59,370
    
    
    
    60,430Inventories
    
    $
    115,781
    
    
    $
    114,360
    
    
    $
    99,464
 Note 3  Acquisition of Orchard Valley Harvest, Inc.
   7




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Accounts receivable
    
    $
    5,049Inventories
    
    
    10,648Other assets
    
    
    2,130Property, plant and equipment
    
    
    3,408Intangible assets, including customer relationships, non-compete
agreement and brand name (Note 4)
    
    
    16,170Goodwill
    
    
    5,662Accounts payable and accrued liabilities
    
    
    (2,911
    )Debt
    
    
    (1,432
    )Earn-out liability
    
    
    (5,837
    )Total
    
    $
    32,887
   EarnoutEarnout Measurement
    
    PaymentCalendar 2010 net retail sales greater than $25,500
    
    $
    79Calendar 2010 net sales greater than $41,500 and calendar 2010 net
retail sales greater than $36,500
    
    
    5,000Calendar 2011 net sales greater than $49,000 and calendar 2011 net
retail sales greater than $43,000
    
    
    2,500Calendar 2010 and calendar 2011 net retail sales greater than $105,000
    
    
    2,500Total
    
    $
    10,079
   NOTE 4  Goodwill and Intangible Assets
  8




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September 23, 2010
    
    
    June 24, 2010
    
    
    September 24, 2009Customer relationships
    
    $
    10,600
    
    
    $
    10,600
    
    
    $
    Non-compete agreement
    
    
    5,400
    
    
    
    5,400
    
    
    
    Brand names
    
    
    8,090
    
    
    
    8,090
    
    
    
    7,920Total intangible assets, gross
    
    
    24,090
    
    
    
    24,090
    
    
    
    7,920Less accumulated amortization:Customer relationships
    
    
    (524
    )
    
    
    (146
    )
    
    
    Non-compete agreement
    
    
    (171
    )
    
    
    (43
    )
    
    
    Brand names
    
    
    (7,896
    )
    
    
    (7,780
    )
    
    
    (7,458
    )Total accumulated amortization
    
    
    (8,591
    )
    
    
    (7,969
    )
    
    
    (7,458
    )Net intangible assets
    
    $
    15,499
    
    
    $
    16,121
    
    
    $
    462
  Note 5  Primary Financing Facilities
   Note 6  Income Taxes
    9




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Note 7  Earnings Per Common Share
  For the Quarter EndedSeptember 23,
    
    
    September 24,2010
    
    
    2009Weighted average number of shares outstanding  basic
    
    
    10,657,282
    
    
    
    10,621,842Effect of dilutive securities:Stock options and restricted stock units
    
    
    108,284
    
    
    
    42,883Weighted average number of shares outstanding  diluted
    
    
    10,765,566
    
    
    
    10,664,725
  Note 8  Incentive Plans
   10




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Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate IntrinsicOptions
    
    Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    ValueOutstanding, at June 24, 2010
    
    
    327,690
    
    
    $
    12.08Activity:Granted
    
    
    1,000
    
    
    
    14.73Exercised
    
    
    (3,750
    )
    
    
    6.94Forfeited
    
    
    (14,000
    )
    
    
    20.31Outstanding, at September 23, 2010
    
    
    310,940
    
    
    $
    11.78
    
    
    
    4.55
    
    
    $
    905Exercisable, at September 23, 2010
    
    
    266,690
    
    
    $
    12.32
    
    
    
    4.08
    
    
    $
    702
    Quarter EndedSeptember 23,2010Weighted average expected stock-price volatility
    
    
    43.60
    %Average risk-free rate
    
    
    2.24
    %Average dividend yield
    
    
    0.00
    %Weighted average expected option life (in years)
    
    
    6.25Forfeiture percentage
    
    
    5.00
    %
  September 23,2010Weighted average expected stock-price volatility
    
    
    49.38
    %Average risk-free rate
    
    
    2.49
    %Average dividend yield
    
    
    0.00
    %Weighted average expected remaining life (in years)
    
    
    9.75Forfeiture percentage
    
    
    0.00
    %
  11




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Note 9  Retirement Plan
  For the Quarter EndedSeptember 23,
    
    
    September 24,2010
    
    
    2009Service cost
    
    $
    54
    
    
    $
    36Interest cost
    
    
    144
    
    
    
    146Amortization of prior service cost
    
    
    239
    
    
    
    239Amortization of gain
    
    
    (54
    )
    
    
    (83
    )Net periodic benefit cost
    
    $
    383
    
    
    $
    338
 Note 10  Distribution Channel and Product Type Sales Mix
   Quarter EndedSeptember 23,
    
    
    September 24,Distribution Channel
    
    2010
    
    
    2009Consumer
    
    $
    85,942
    
    
    $
    74,295Industrial
    
    
    21,830
    
    
    
    17,383Food Service
    
    
    17,680
    
    
    
    14,668Contract Packaging
    
    
    14,522
    
    
    
    13,718Export
    
    
    6,814
    
    
    
    6,748Total
    
    $
    146,788
    
    
    $
    126,812
  Quarter EndedSeptember 23,
    
    
    September 24,Product Type
    
    2010
    
    
    2009Peanuts
    
    
    18.0
    %
    
    
    22.0
    %Pecans
    
    
    16.8
    
    
    
    17.3Cashews & Mixed Nuts
    
    
    19.2
    
    
    
    22.1Walnuts
    
    
    13.6
    
    
    
    11.3Almonds
    
    
    13.3
    
    
    
    10.8Other
    
    
    19.1
    
    
    
    16.5Total
    
    
    100.0
    %
    
    
    100.0
    %
  12




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Note 11  Comprehensive Income (Loss)
  Note 12 Commitments and Contingencies
  Note 13 Product Recall
     Note 14  Fair Value of Financial Instruments
    Note 15 Recent Accounting Pronouncements
  13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  Fisher, Orchard Valley Harvest, Sunshine Country
    14




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QUARTERLY HIGHLIGHTS
    RESULTS OF OPERATIONS
 Net Sales
   Quarter EndedSeptember 23,
    
    
    September 24,Distribution Channel
    
    2010
    
    
    2009Consumer
    
    $
    85,942
    
    
    $
    74,295Industrial
    
    
    21,830
    
    
    
    17,383Food Service
    
    
    17,680
    
    
    
    14,668Contract Packaging
    
    
    14,522
    
    
    
    13,718Export
    
    
    6,814
    
    
    
    6,748Total
    
    $
    146,788
    
    
    $
    126,812
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Quarter EndedSeptember 23,
    
    
    September 24,Product Type
    
    2010
    
    
    2009Peanuts
    
    
    18.0
    %
    
    
    22.0
    %Pecans
    
    
    16.8
    
    
    
    17.3Cashews & Mixed Nuts
    
    
    19.2
    
    
    
    22.1Walnuts
    
    
    13.6
    
    
    
    11.3Almonds
    
    
    13.3
    
    
    
    10.8Other
    
    
    19.1
    
    
    
    16.5Total
    
    
    100.0
    %
    
    
    100.0
    %
      Gross Profit
  16




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Operating Expenses
  Income from Operations
  Interest Expense
  Rental and Miscellaneous Expense, Net
  Income Tax Expense
  Net Income
  17




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LIQUIDITY AND CAPITAL RESOURCES
 General
        Real Estate Matters
  18




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Financing Arrangements
     19




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20




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Capital Expenditures
  Recent Accounting Pronouncements
  FORWARD LOOKING STATEMENTS
  21




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   22




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PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  We could be party to litigation that could adversely affect us by increasing our expenses or
subjecting us to significant money damages and other remedies.
  
 Item 6. Exhibits
  23




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SIGNATURE
  JOHN B. SANFILIPPO & SON, INC.By:
    /s/ Michael J. ValentineMichael J. ValentineChief Financial Officer and
Group President 24




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EXHIBIT INDEX
 ExhibitNumber
    
    Description1-2
    
    Not applicable3.1
    
    Restated Certificate of Incorporation of Registrant(13)3.2
    
    Amended and Restated Bylaws of Registrant(12)4.1
    
    Specimen Common Stock Certificate(3)4.2
    
    Specimen Class A Common Stock Certificate(3)5-9
    
    Not applicable10.1
    
    Certain documents relating to $8.0 million Decatur County-Bainbridge Industrial
Development Authority Industrial Development Revenue Bonds (John B. Sanfilippo & Son, Inc.
Project) Series 1987, dated as of June 1, 1987(1)10.2
    
    Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant
prior to its initial public offering(2)10.3
    
    Indemnification Agreement between Registrant and certain Stockholders of Registrant prior
to its initial public offering(2)10.4
    
    The Registrants 1998 Equity Incentive Plan(4)10.5
    
    First Amendment to the Registrants 1998 Equity Incentive Plan(5)10.6
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo
Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo
and Registrant, dated December 31, 2003(6)10.7
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust,
Mathias Valentine, Mary Valentine and Registrant, dated December 31, 2003(6)10.8
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc.
Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as trustee of the
Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B.
Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003(7)10.9
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc.
Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the
Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and Registrant, dated
December 31, 2003(7)10.10
    
    Development Agreement, dated as of May 26, 2004, by and between the City of Elgin, an
Illinois municipal corporation, the Registrant, Arthur/Busse Limited Partnership, an
Illinois limited partnership, and 300 East Touhy Avenue Limited Partnership, an Illinois
limited partnership(8)10.11
    
    Agreement For Sale of Real Property, dated as of June 18, 2004, by and between the State
of Illinois, acting by and through its Department of Central Management Services, and the
City of Elgin(8)10.12
    
    The Registrants Restated Supplemental Retirement Plan(10)10.13
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(9)10.14
    
    Amended and Restated Sanfilippo Value Added Plan, dated April 29, 2010(19)10.15
    
    Credit Agreement, dated as of February 7, 2008, by and among the Company, the financial
institutions named therein as lenders, Wells Fargo Foothill, LLC (WFF), as the arranger
and administrative agent for the lenders, and Wachovia Capital Finance Corporation
(Central), in its capacity as documentation agent(11)10.16
    
    Security Agreement, dated as of February 7, 2008, by the Company in favor of WFF, as
administrative agent for the lenders(11)10.17
    
    Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica
Financial Life Insurance Company (TFLIC)(11)
 25




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##### Table of Contents



ExhibitNumber
    
    Description10.18
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as
of February 7, 2008, made by the Company related to its Elgin, Illinois property for the
benefit of TFLIC(11)10.19
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as
of February 7, 2008, made by JBSS Properties, LLC related to its Elgin, Illinois property
for the benefit of TFLIC(11)10.20
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing,
dated as of February 7, 2008, made by the Company related to its Gustine, California
property for the benefit of TFLIC(11)10.21
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing,
dated as of February 7, 2008, made by the Company related to its Garysburg, North Carolina
property for the benefit of TFLIC(11)10.22
    
    Promissory Note (Tranche A), dated February 7, 2008, in the principal amount of $36.0
million executed by the Company in favor of TFLIC(11)10.23
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0
million executed by the Company in favor of TFLIC(11)10.24
    
    First Amendment to the Registrants 2008 Equity Incentive Plan(14)10.25
    
    The Registrants 2008 Equity Incentive Plan, as amended(14)10.26
    
    The Registrants Employee Restricted Stock Unit Award Agreement(15)10.27
    
    The Registrants Non-Employee Director Restricted Stock Unit Award Agreement(15)10.28
    
    Form of Indemnification Agreement(16)*10.29
    
    First Amendment to Credit Agreement dated as of March 8, 2010, by and among the Company,
Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as a lender and
administrative agent and Burdale Financial Limited, as a lender(17)10.30
    
    Purchase Agreement by and between John B. Sanfilippo & Son, Inc. and Orchard Valley
Harvest, Inc. dated May 5, 2010, and signed by Stephen J. Kerr, John Potter and Matthew I.
Freidrich, solely as the Trustee of the Payton Potter 2007 Irrevocable
Trust(18)11-30
    
    Not applicable31.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, as amended, filed herewith31.2
    
    Certification of Michael J. Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, as amended, filed herewith32.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith33-100
    
    Not applicable
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).(2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681).(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1
(Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25,
1991 (Commission File No. 0-19681).(4)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 24, 1998 (Commission File No. 0-19681).(5)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for
the second quarter ended December 28, 2000 (Commission File No. 0-19681). 26




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##### Table of Contents



(6)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for
the second quarter ended December 25, 2003 (Commission File No. 0-19681).
 (7)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
third quarter ended March 25, 2004 (Commission File No. 0-19681).
 (8)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended June 24, 2004 (Commission File No. 0-19681).
 (9)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended June 30, 2005 (Commission File No. 0-19681).
 (10)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 28, 2007 (Commission File No. 0-19681).
 (11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
February 7, 2008 (Commission File No. 0-19681).
 (12)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 27, 2007 (Commission File No. 0-19681).
 (13)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
third quarter ended March 24, 2005 (Commission File No. 0-19681).
 (14)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 25, 2008 (Commission File No. 0-19681).
 (15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
November 10, 2009 (Commission File No. 0-19681).
 (16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April
29, 2009 (Commission File No. 0-19681).
 (17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
8, 2010 (Commission File No. 0-19681).
 (18)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 5, 2010
(Commission File No. 0-19681).
 (19)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 24, 2010 (Commission File No. 0-19681).
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. These portions have
been omitted and submitted separately to the Securities and Exchange Commission. 27